Shareholders Meeting

Sanitec

Pursuant to the Finnish Companies Act, the responsibility for our control and management is divided between the general meeting of shareholders, the Board of Directors and the President & CEO.

According to the Finnish Companies Act, shareholders exercise their power to resolve on matters at general meetings of shareholders. The general meeting of shareholders shall be convened and held when necessary but at least once a year to review and decide the matters pursuant to the Finnish Companies Act and the Articles of the Association.

Pursuant to our Articles of Association, the annual general meeting of shareholders must be held annually no later than six months from the end of our accounting period. At the annual general meeting of shareholders, the financial statements, including the statement of profit or loss, statement of financial position and cash flow statement with notes thereto and consolidated financial statements, are presented to the shareholders for adoption. At the annual general meeting of shareholders, shareholders also make decisions regarding, among others, use of profits shown in the statement of financial position, the discharge from liability of the members of the board of directors and the President &CEO, the number of the members of the board of directors as well as the election of the members of the board of directors and auditor and their respective remuneration. An extraordinary general meeting of shareholders in respect of specific matters must be convened when deemed necessary by the board of directors, or when requested in writing by an auditor of the company or by shareholders representing at least one-tenth of all of the issued and outstanding shares in the company. Pursuant to our Articles of Association, general meetings of shareholders are to held in Sweden or Finland. Such meeting may be held in the English or Swedish language.

Pursuant to our Articles of Association, the Board of Directors must publish a notice to a general meeting of shareholders on our website or in one or more widely circulated daily newspapers designated by the Board of Directors or otherwise in a verifiable manner no more than three months and no less than three weeks prior to our general meeting of shareholders, however, in any case, at least nine days before the record date of our general meeting of shareholders. In order to attend and vote at our general meeting of shareholders, a shareholder must, pursuant to our Articles of Association, register with the company at the latest on the date referred to in the notice convening the meeting, which may be at the earliest ten days before the general meeting of shareholders.

Participation to the shareholders meeting

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In order to have the right to attend and vote at a general meeting, a non-Finnish shareholder with shares registered in Euroclear Sweden's securities system must (i) be registered in the register of shareholders maintained by Euroclear Sweden not later than the day stated in the notice to the general meeting, and (ii) request temporary registration of ownership in Sanitec's shareholders register maintained by Euroclear Finland. Such request shall be submitted in writing to Euroclear Sweden not later than the date specified in the notice to the general meeting.

In addition, non-Finnish shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the general meeting, request that their shares are re-registered in their own names in the register of shareholders maintained by Euroclear Sweden, and procure that the nominee sends the abovementioned request for temporary registration to Euroclear Sweden on their behalf. Temporary registration in Sanitec's shareholder register maintained by Euroclear Finland is considered a notice of attendance at the general meeting.

In order to have the right to attend and vote at a general meeting, a shareholder must be registered in the register of shareholders maintained by Euroclear Finland not later than eight business days prior to the relevant general meeting. A shareholder whose shares are registered in the name of a nominee must also seek a temporary registration in the register of shareholders maintained by Euroclear Finland by the date announced in the notice to the general meeting. A notification for temporary registration of a beneficial owner into the shareholder register of the company is considered a notice of attendance at the general meeting.

A shareholder may attend and vote at a general meeting of shareholders in person or through an authorized representative. Pursuant to the Finnish Companies Act, each share entitles its holder to one vote at the general meeting of shareholders and our Articles of Association do not stipulate otherwise. At a general meeting of shareholders, resolutions are generally passed with the majority of the votes cast. However, certain resolutions, such as any deviations from shareholders' pre-emptive rights in respect of share offerings and repurchases of own shares, amendments to the articles of association and resolutions regarding mergers, demergers or liquidation of a company, require at least two-thirds of the votes cast and the shares represented at the general meeting of shareholders. In addition, certain resolutions, such as amendments to the articles of association that change the respective rights of shareholders holding the same class of shares or increase the redemption rights of a company or its shareholders require the consent of all shareholders, or where only certain shareholders are affected, require the consent of all shareholders affected by the amendment in addition to the applicable majority requirement. There are no quorum requirements for general meetings of shareholders in the Finnish Companies Act or our Articles of Association.